UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | 
|- | ------------------------------------------------------------------------------------ | 

For the fiscal year ended December 31,
2012

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | 
|- | ---------------------------------------------------------------------------------------- | 

For the transition period from _________
to __________



Commission file number: 333-169355



AMERICAN REALTY CAPITAL – RETAIL
CENTERS OF AMERICA, INC.

(Exact name of registrant as specified in
its charter)



|Maryland                                                        |  | 27-3279039                          
|--------------------------------------------------------------- |  | ------------------------------------
|(State or other  jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                                |  |                                     
|405 Park Ave.,
15th Floor New York, NY                          |  | 10022                               
|(Address of principal executive offices)                        |  | (Zip Code)                          
|                                                               
|(212) 415-6500                                                 
|(Registrant's telephone number, including area code)           



|Securities registered pursuant to section 12(b) of the Act: None
|----------------------------------------------------------------
|Securities registered pursuant to section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
    YesoNox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.     YesoNox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNoo



Indicate
by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). YesxNoo



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition
of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.



|Large accelerated filero |                                               | Accelerated filero        
|------------------------ | --------------------------------------------- | --------------------------
|Non-accelerated filerx   | (Do not check if a smaller reporting company) | Smaller reporting companyo



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
YesoNox



There is no established public market for
the registrant's shares of common stock. The registrant is currently conducting the ongoing initial public offering of its shares
of common stock pursuant to its Registration Statement on Form S-11 (File No. 333-169355), which shares are being sold at $10.00
per share, with discounts available for certain categories of purchasers. The aggregate market value of the registrant's common
stock held by non-affiliates of the registrant as of June 30, 2012, the last business day of the registrant's most recently
completed second fiscal quarter, was $0.8 million based on a per share value of $10.00 (or $9.50 for shares issued under
the distribution reinvestment plan).



The number of outstanding shares of the
registrant's common stock on December 15, 2013 was 6,752,629 shares.



DOCUMENTS INCORPORATED BY REFERENCE



None.













EXPLANATORY NOTE



American Realty Capital
- Retail Centers of America, Inc. (the “Company,” “we,” “our” or “us”) is filing
this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend Item 15 of Part IV of its Annual Report on Form 10-K
for the fiscal year ended December 31, 2012, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March
11, 2013 (the “Original Filing”). The purpose of this Amendment is to re-file (i) the Certification of the Principal
Financial Officer of the Company pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) and (ii) the Written Statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act (the “Original Certifications”).
The Original Certifications erroneously referenced the wrong Exchange Act Form. In accordance with Rule 12b-15 of the Exchange
Act, the Company has set forth the text of Item 15, as amended, in its entirety below. Except as set forth in Part IV below and
in any exhibits attached hereto, no other changes are made to the Original Filing. The Original Filing continues to speak as of
the date of the Original Filing. Unless expressly stated, this Amendment does not reflect events occurring after the filing date
of the Original Filing, nor does it modify or update in any way the disclosures contained in the Original Filing. Additionally,
in connection with the filing of this Amendment, the Company is including currently-dated certifications of the Company’s
chief executive officer and chief financial officer.













PART IV



Item 15. Exhibits and Financial Statement
Schedules



| | (a) | Financial Statement Schedules
| | --- | -----------------------------



See the Index to Consolidated
Financial Statements at page F-1 of the Original Filing.



The following financial
statement schedule is included herein at page F-26 of the Original Filing:



Schedule
III — Real Estate and Accumulated Depreciation



| | (b) | Exhibits
| | --- | --------



|Exhibit
        No. |  | Description                                                                                                                                                    
|------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 (1)             |  | Dealer Manager Agreement among the Company, American Realty Capital Retail Operating Partnership, L.P. and Realty Capital Securities, LLC, dated March 17, 2011
|1.1 (2)             |  | Form of Soliciting Dealers Agreement between Realty Capital Securities, LLC and the Soliciting Dealers                                                         
|3.1 (3)             |  | Articles of Amendment and Restatement of the Company, dated June 27, 2012                                                                                      
|3.1 (2)             |  | Bylaws of the Company                                                                                                                                          
|4.1 (1)             |  | Agreement of Limited Partnership of American Realty Capital Retail Operating Partnership, L.P., dated March 17, 2011                                           
|4.2 (1)             |  | First Amendment to Agreement of Limited Partnership of American Realty Capital Retail Operating Partnership, L.P., dated August 1, 2011                        
|4.3 (11)            |  | Second Amendment to Agreement of Limited Partnership of American Realty Capital Retail Operating Partnership, L.P., dated December 28, 2012                    
|10.1 (4)            |  | Amended and Restated Escrow Agreement among the Company, UMB Bank, N.A. and Realty Capital Securities, LLC, dated July 30, 2012                                
|10.2 (1)            |  | Advisory Agreement, between the Company and American Realty Capital Retail Advisor, LLC, dated March 17, 2011                                                  
|10.3 (1)            |  | Property Management Agreement, between the Company and American Realty Capital Retail Advisor, LLC, dated March 17, 2011                                       
|10.4 (1)            |  | Leasing Agreement, between the Company and American Realty Capital Retail Advisor, LLC, dated March 17, 2011                                                   
|10.5 (5)            |  | Company's Restricted Share Plan                                                                                                                                
|10.6 (5)            |  | Company's Stock Option Plan                                                                                                                                    
|10.7 (1)            |  | First Amendment to Advisory Agreement, between the Company and American Realty Capital Retail Advisor, LLC, dated June 23, 2011                                
|10.8 (6)            |  | Second Amendment to Advisory Agreement, between the Company and American Realty Capital Retail Advisor, LLC, dated February 21, 2012                           
|10.9 (7)            |  | Purchase and Sale Agreement between American Realty Capital IV, LLC and NWC Liberty Grove & SH 66, Ltd., dated as of March 9, 2012                             
|10.10 (7)           |  | First Amendment to Purchase and Sale Agreement, between American Realty Capital IV, LLC and NWC Liberty Grove & SH 66, Ltd., dated as of April 23, 2012        
|10.11 (7)           |  | Second Amendment to Purchase and Sale Agreement, between American Realty Capital IV, LLC and NWC Liberty Grove & SH 66, Ltd., dated as of April 27, 2012       
|10.12 (7)           |  | Third Amendment to Purchase and Sale Agreement, between American Realty Capital IV, LLC and NWC Liberty Grove & SH 66, Ltd., dated as of May 1, 2012           













|10.13 (7) |  | Fourth Amendment to Purchase and Sale Agreement, between American Realty Capital IV, LLC and NWC Liberty Grove & SH 66, Ltd., dated as of May 2, 2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14 (4) |  | Loan Agreement, dated as of June 8, 2012 between ARC LCROWTX001, LLC and UBS Real Estate Securities Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.15 (4) |  | Loan Agreement, dated as of June 6, 2012, between CAMBR Company, Inc. and the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.16 (4) |  | Promissory Note, dated as of June 6, 2012, given by the Company to CAMBR Company, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.17 (8) |  | Purchase and Sale Agreement, dated as of September 10, 2012, by and between BB Fonds International 1 USA, L.P. and American Realty Capital IV, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.18 (8) |  | Third Amendment to the Advisory Agreement, between the Company and American Realty Capital Retail Advisor, LLC, dated November 13, 2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14 (11)   |  | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|21 (11)   |  | List of Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|24.1 (9)  |  | Power of Attorney                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|24.2 (10) |  | Power of Attorney (Edward G. Rendell)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|31.1 (11) |  | Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|31.2 *    |  | Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|31.3 *    |  | Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|31.4 *    |  | Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|32.1*     |  | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|32.2*     |  | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|101 (11)  |  | XBRL (eXtensible Business Reporting Language). The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Stockholders' Equity (Deficit), (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this information in furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934










| | * | Filed herewith
| | - | --------------

| | (1) | Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 1 to the Company's Registration Statement
filed with the SEC on August 12, 2011
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Filed as an exhibit to the Company's Registration Statement on Form S-11 filed with the SEC on December 21, 2010
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (3) | Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on July 3, 2012
| | --- | --------------------------------------------------------------------------------------------------

| | (4) | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the SEC on
August 8, 2012
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Filed as an exhibit to Pre-Effective Amendment No. 4 to the Company's Registration Statement filed with the SEC on March 15,
2011
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (6) | Filed as an exhibit to Pre-Effective Amendment No. 3 to Post-Effective Amendment No. 2 to the Company's Registration Statement
filed with the SEC on February 21, 2012
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC
on May 8, 2012
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the
SEC on November 14, 2012
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 3 to the Company's Registration Statement
on Form S-11 filed with the SEC on April 13, 2012
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 6 to the Company's Registration Statement
on Form S-11 filed with the SEC on December 18, 2012
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with
the SEC on March 11, 2013.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------













SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized this 16th day of January,
2014.



| |                                                           |                                                                       
| | --------------------------------------------------------- | ----------------------------------------------------------------------
| | AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC.
| | By:                                                       | /s/ NICHOLAS S. SCHORSCH                                              
| |                                                           | NICHOLAS S. SCHORSCH                                                  
| |                                                           | CHIEF EXECUTIVE OFFICER AND
        CHAIRMAN OF THE BOARD OF DIRECTORS



Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to the registrant’s Annual Report on Form 10-K
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





|Name                     |  | Capacity                                                       |  | Date            
|------------------------ |  | -------------------------------------------------------------- |  | ----------------
|                         |  |                                                                |  |                 
|/s/ Nicholas S. Schorsch |  | Chief Executive Officer and                                    |  | January 16, 2014
|Nicholas S. Schorsch     |  | Chairman of the Board of Directors                             |  |                 
|                         |  | (Principal Executive Officer)                                  |  |                 
|                         |  |                                                                |  |                 
|/s/ Edward M. Weil, Jr.  |  | President, Chief Operating Officer and Secretary               |  | January 16, 2014
|Edward M. Weil, Jr.      |  |                                                                |  |                 
|                         |  |                                                                |  |                 
|/s/ Amy B. Boyle         |  | Chief Financial Officer                                        |  | January 16, 2014
|Amy B. Boyle             |  | (Principal
Financial Officer and Principal Accounting Officer) |  |                 
|                         |  |                                                                |  |                 
|/s/ William M. Kahane    |  | Director                                                       |  | January 16, 2014
|William M. Kahane        |  |                                                                |  |                 
|                         |  |                                                                |  |                 
|/s/ David Gong           |  | Independent Director                                           |  | January 16, 2014
|David Gong               |  |                                                                |  |                 
|                         |  |                                                                |  |                 
|/s/ Edward G. Rendell    |  | Independent Director                                           |  | January 16, 2014
|Edward G. Rendell        |  |                                                                |  |                 
|                         |  |                                                                |  |                 
|/s/ William G. Stanley   |  | Independent Director                                           |  | January 16, 2014
|William G. Stanley       |  |                                                                |  |